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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Stock Units | $ 0 | 03/12/2024 | A | 21,720 (2) (3) | (4) | (4) | Common Stock | 21,720 (2) | $ 0 | 21,720 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PRIOR MICHAEL T C/O ATN INTERNATIONAL, INC. 500 CUMMINGS CENTER BEVERLY, MA 01915 |
X | EXECUTIVE CHAIRMAN | ||
| /s/ Michael T. Prior | 03/15/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities described are restricted stock units and will vest in four equal installments on each of March 12, 2025, 2026, 2027 and 2028. Upon vesting Mr. Prior will receive a number of shares of common stock equal to the number of restricted stocks units that have vested. |
| (2) | This includes an adjustment to remove one share incorrectly included in columns 5 and 7 of Mr. Prior's previous Form 4 filing on March 14, 2024. |
| (3) | Each performance-based RSU ("PSU") represents a contingent right to receive one share of the Issuer's common stock, subject to the achievement of pre-established relative total shareholder return ("TSR") goals that were set by the Compensation Committee of the Issuer's Board of Directors, based on comparing the Issuer's TSR relative to the TSR of the Russell 2000 Index, using the average closing price of the shares for the 40 days before and including each of the first and last days of the applicable performance period. The aggregate number of shares issued may range from zero (0) shares to 150% of the target number of shares reported in columns 5 and 7 of this report. |
| (4) | Between zero (0) and 150% of the PSUs will generally vest, if at all, as of the end of the performance period on March 12, 2027. |
| (5) | This includes an adjustment to remove one share incorrectly included in column 9 of Mr. Prior's previous Form 4 filing on March 14, 2024. |